f8kex10xiii_pioneer.htm


     

     

    Exhibit
10.13

     

    AGREEMENT

     

    FOR


     

    AUTHORIZED SALES
REPRESENTATIVES

     

     

    This
agreement made this 1st day of March 1995, by and between Pioneer Transformers
LTD (“PT”) in Mississauga, Ontario, Canada, having its principal place of
business at 612 chemin Bernard, Granby, Quebec, Canada, and its Sales
Representative,

     

    CHAZ
Sales Corp.

     

    the post
office address of which is:

     

    P.O. Box
276

    REGINA,
Saskatchewan

    S4P
3A1

     

    a
corporation organized and existing

    under the
laws of

    Saskatchewan,
Canada.

     

    


     

    


     

    (hereinafter
called the “Sales Representative”).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
consideration of the covenants and conditions herein contained, PT and the Sales
Representative mutually undertake and agree as follows:

     

    ARTICLE 1 -
DEFINITIONS

     

    As used
herein:

     

    
      	
              1.1

            	
              The
      term “The Territory’ shall mean:

            


    

    the
Province of Alberta, Saskatchewan and Manitoba.

     

    The term
“The Market” shall mean:

     

    1)           All
electrical generating and electrical distribution utilities.

     

    
      	
               
      

            	
              2)

            	
              Distributors
      and industrial accounts not covered by Schneider Canada Inc sales
      force.

            


    

     

    1.2           The
term “PT” shall mean Pioneer Transformers LTD

     

    
      	
              1.3

            	
              The
      term “sales credit” shall mean the value of billed sales acknowledged by
      PT to have been procured by the Sales Representative pursuant to the terms
      and conditions contained in this Agreement, less any sales taxes, duty,
      brokerage or freight that may be
included.

            


    

     

    ARTICLE 2 -
APPOINTMENT

     

    CHAZ Sales Corp. is
hereby appointed an authorized Sales Representative for PT and is authorized to
solicit orders for PT products within the Territory under the terms and
conditions herein described. It is understood that this appointment shall be
exclusive to both parties for the Territory and Markets as previously
described.

     

    ARTICLE 3 -
ORDERS

     

    
      	
              3.1

            	
              Orders
      for PT products which have been placed with the Sales Representative shall
      be promptly forwarded to PT in Granby Quebec with a copy to Mississauga
      Ontario for review. Such orders shall not be binding on PT until accepted
      by PT in writing or by the issue by PT of an official order
      acknowledgment.

            


    

     

    
      	
              3.2

            	
              PT
      reserves the right to reject any order for any reason which it deems
      sufficient, including but not limited to, such reasons as failure to
      conform to PT’s standard terms and conditions of sale, unrealistic
      specified delivery dates and unapproved credit of the
      purchaser.

            


    

     

    
      	
              3.3

            	
              The
      Sales Representative shall be excluded from entering orders in its own
      name to fill customer requirements.

            


    

     

    
      	
              3.4

            	
              PT
      shall not be liable for any loss or damage caused by late delivery or
      failure to otherwise perform under those orders which it has accepted
      where such delay or non-performance is due to labor disputes, strikes,
      lockouts, inability to obtain materials, fire, acts of God or the public
      enemy, accidents, governmental restrictions or appropriation, or any other
      cause beyond the reasonable control of PT, unless otherwise provided by
      the terms and conditions that have been quoted and accepted by
      PT.

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    ARTICLE 4 - SALES
CREDIT

     

    
      	
              4.1

            	
              The
      Sales Representative shall receive sales credit for those orders covering
      PT products which it solicits within the Territory and are accepted by PT,
      as well those accepted orders covering PT products which are submitted
      directly to PT by purchasers within the Territory or orders which are
      accepted from outside the territory but are shipped into the territory
      when the Sales Representative is requested by PT to perform the order
      follow-up activity.

            


    

     

    ARTICLE 5 -
COMMISSIONS

     

    
      	
              5.1

            	
              PT
      shall compute and pay commissions on the value of sales credits earned by
      the Sales Representative in accordance with the rates and conditions set
      forth in Exhibit A annexed hereto and made a part
  hereof.

            


    

     

    
      	
              5.2

            	
              Sales
      credit for sales of PT products and commissions payable thereon shall be
      calculated at the end of each month. Commissions shall be paid monthly,
      with commission cheques being mailed to the Sales Representative’s
      business address shown on the front page hereof, on or about the fifteenth
      day of the month immediately following the month in which the sales
      credits are earned and customer invoices paid. If the commission earned
      during any given month is less than $100.00, it will be held until a
      minimum amount of $100.00 is reached. Hold backs against commissions
      payable to the Sales Representative will be made for any overdue unpaid PT
      invoices.

            


    

     

    
      	
              5.3

            	
              In
      determining commissions to be paid by PT to the Sales Representative
      recognition will be given to circumstances where the shipping address and
      location and pre-engineering is outside the Territory. In such
      circumstances split credit or commission may apply so that recognition is
      given to the location of the engineering firm undertaking pre-engineering
      work, the location of the customer placing the order and the location of
      the shipping address for after sale service. Each such location shall be
      awarded an appropriate commission based on the value of the total billed
      sales as detailed in clause 1.3. Generally split credits will be applied
      at 1/3 credit for where the engineering work is undertaken, 1/3 credit for
      where the order is placed and 1/3 credit for where the shipment is
      made.  Example: An order engineered in one province, ordered in
      another province but shipped to the Territory - 1/3 credit is due - the
      appropriate commission would be based on 1/3 the value of the
      commissionable rate.

            


    

     

    
      	
              5.4

            	
              Commissions
      paid will be net billed sales less taxes, duty, brokerage or
      freight.

            


    

     

    ARTICLE 6 - MARKETING
ASSISTANCE

     

    
      	
              6.1

            	
              PT
      shall furnish the Sales Representative
with:

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              6.1.1

            	
              Reasonable
      quantities of bulletins and such promotional aids as catalogs, circulars
      and technical information, and other publications which PT may have
      available for distribution in connection with the sale of PT
      products.  There shall be no charge for the material furnished
      pursuant to this article 6.1.1. The Sales Representative’s use of the
      aforementioned materials shall be subject to the terms, conditions and
      limitations of this Agreement.

            


    

     

    
      	
               
      

            	
              6.1.2

            	
              Quotations,
      proposals, customer visits, trade show participation, seminar programs or
      special advice as may from time to time be requested by the Sales
      Representative for the purpose of satisfying customer needs and government
      requirements.

            


    

     

    ARTICLE 7 - SALES
EFFORT

     

    
      	
              7.1

            	
              The
      Sales Representative shall use its best efforts to promote the sale and
      use of, and to secure orders for PT products within the Territory and
      Market, so as to create the largest volume of profitable business. for PT
      commensurate with the opportunities therefor. The Sales Representative
      shall promote the goodwill and name of PT, and do everything within its
      capabilities to further the interest of PT, its name and PT products
      including participation in trade shows, seminar programs and all sales
      activities undertaken by PT. It shall endeavor to provide PT with timely
      feedback on all major tenders. It shall assist PT in furnishing or
      obtaining, on request, information as to credit standing of purchasers or
      prospective purchasers of PT
products.

            


    

     

    
      	
              7.2

            	
              The
      Sales Representative shall faithfully observe and comply with PT standard
      policies and procedures where applicable, when soliciting orders for PT
      products or otherwise handling PT business under this
      Agreement.

            


    

     

    ARTICLE 8 - TELEPHONE AND
TELEFAX EXPENSE

     

    PT shall
assume the charge and expense for telephone calls, telegraph, fax messages and
couriers, which it may make or send to the Sales Representative. The Sales
Representative shall pay for those telephone calls, telegraph, fax messages and
normal courier service to PT which it may originate. Courier costs associated
with forwarding tender requests or documents to PT, on a timely basis, will be
paid for by PT.

     

    ARTICLE 9 - COMPETITIVE
CLAUSE

     

    During
the term of this Agreement, the Sales Representative shall not directly or
indirectly handle, deal or become interested in the manufacture, marketing or
selling of products which are similar in kind, character and/or use to PT
products. The Sales Representative shall not directly or indirectly, provide any
competitor of PT with PT product bulletins, special advices, PT products or
other similar information and material which may be of competitive
value.

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    ARTICLE 10 - PROPERTY OF
PT

     

    Any
property of PT received by the Sales Representative shall be and remain the
property of PT and, upon request, shall be returned in as good condition as when
received, ordinary wear and tear excepted. All records or papers of any kind
relating to PT’s business shall be and remain the property of PT and shall be
surrendered to PT upon demand or termination of this Agreement.

     

    ARTICLE 11 - LIMITATION OF
POWER

     

    The Sales
Representative’s authority to act as a representative of PT is strictly limited
to those powers expressly conferred herein. The Sales Representative shall have
no authority nor shall it hold itself out as having such to make contracts in
the name of or binding on PT, pledge PT credit or to extend credit in its name.
Furthermore, the Sales Representative shall not use the initials “PT” or PT’s
registered trade names or registered trade marks unless expressly approved by PT
in writing.

     

    ARTICLE 12 -
SEVERABILITY

     

    Should
any of the provisions contained herein contravene or be invalid under the laws
of Canada and or the province or other jurisdiction where it is to be performed,
the validity of the remaining portions or provisions shall not be affected
thereby.

     

    ARTICLE 13 -
GOVERNING

     

    This
Agreement shall be construed in and according to the laws of the Province of
Quebec, Canada.

     

    ARTICLE 14 -
DURATION

     

    
      	
              14.1

            	
              This
      Agreement shall become effective on the date first above written and shall
      continue thereafter in full force and
effect.

            


    

     

    
      	
              14.2

            	
              Either
      party may terminate this Agreement at will without cause at the end of a
      calendar year by giving the other party three month written notice of its
      intention to terminate.

            


    

     

    
      	
              14.3

            	
              In
      the event of a termination of this Agreement, commissions in accordance
      with Exhibit A will be paid on all orders shipped after the termination
      date less
      that portion of the commission due for shipping location or after sales
      service ( 1/3 ) provided the order was received and accepted prior to the
      termination date. Should the shipment date be longer than 2 months after
      the termination date an additional amount not to exceed 17% of the
      commissionable amount may be deducted for servicing of the contract prior
      to shipment, at the discretion of PT. Any quotations for PT products that
      have not been ordered prior to the termination date will not be honored by
      PT and no commission shall be owing or payable with respect
      thereto.

            


    

     

    
      	
              14.4

            	
              Nothing
      in article 14.3 above shall be deemed to entitle the Sales Representative
      to sales credit other than that to which it would be entitled under
      Article 4 hereof.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    
      	
              14.5

            	
              If
      at any time hereafter, either of the parties hereto shall fail to perform
      to the terms, covenants and conditions hereof at the time and in the
      manner herein provided, then the other party may forthwith cancel and
      terminate this Agreement by giving the other party written notice of its
      election to so cancel and terminate this Agreement and such cancellation
      and termination shall become effective upon the mailing or delivery of
      such notice, whichever occurs the earliest. This right to cancel and
      terminate shall be in addition to any other remedies available hereunder
      or at law.

            


    

     

    ARTICLE 15
-NOTICES

     

    Any
notice required under this Agreement shall be given in writing addressed to the
respective party at the address indicated on the front page hereof, or at such
other address as the respective party may, from time to time, hereafter
designate in writing.

     

    ARTICLE 16 - CONTRACT
ADMINISTRATION

     

    This
Agreement shall be administered on behalf of PT by its Marketing & Sales
Department in Mississauga. All questions concerning this Agreement or PT policy
and procedure should be directed to the said Department at 2600 Skymark Ave Bldg
5 Suite 102 Mississauga, Ontario, L4W-5E7, Attention: Klaus Brockhausen, V.P.
Marketing & Sales.

     

    ARTICLE 17 - ENTIRE
AGREEMENT

     

    This
Agreement constitutes the only agreement between the parties and supersedes all
previous communications, representations or agreements, whether oral or written,
with respect to the subject matter hereof. No modification of or amendment to
this Agreement shall be binding upon the parties hereto unless in writing and
duly executed by both parties.

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

     

    In
Witness Whereof, the parties have executed this Agreement in duplicate on the
dates indicated.

     

     

    
      
        	
                Sales
      Agency

              	 
      	
                Principal

              
	 	 	 
	
                CHAZ Sales Corp.

              	 
      	
                Pioneer Transformers LTD

              
	 	 	 	 	 
	
                By:

              	/s/ 
      Dale Chastkiewicz	 
      	
                By:

              	/s/ 
      Klaus Brockhausen
	
                Date:

              	July
      20, 1995	 
      	
                Date:

              	July
      19, 1995


      

    

     

     

     

     

     

     

    
 

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

     

    EXHIBIT
A

     

    Pioneer
Transformers LTD, Representative Commission Scale,

     

    
      	
              INDIVIDUAL ORDER VALUE

            	
              COMMISSION RATE*

            
	 	 
	
              Up
      to $200,000

            	
              3%

            
	
              $200,001
      to $500,000

            	
              $6,000

            
	 
      	
              plus
      2.5% on the amount over $200,000

            
	
              $500,001
      to $1,000,000

            	
              $13,500

            
	 
      	
              plus
      2% on the amount over $500,000

            
	
              $1,000,001
      to $2,000,000

            	
              $23,500

            
	 
      	
              plus
      1% on the amount over $1,000,000

            


    

     

    
      	
              •

            	
              On
      long term contracts like the SPC pole mount and mini pad agreements, the
      commission rate for the monthly shipments is based on the total annual
      dollar value shipped.

            


    

     

    
      	
              •

            	
              Spare
      parts for Pioneer Transformer LTD products
  ..........10%

            


    

     

    
      	
              1)

            	
              If
      to obtain an order it becomes necessary for PT to make a reduction in
      price that would otherwise apply, or to make some concession involving
      extra cost, PT may, prior to acceptance of such an order, request of the
      Representative that the commission payable thereon be negotiated to
      reflect the special circumstances involved with the order. In such cases,
      the commission rate specified above shall not
  apply.

            


    

     

    
      	
              2)

            	
              For
      the purpose of determining the size of any order, any proposal to one
      customer for similar types of material with a common closing date that
      results in one or more purchase orders to facilitate accounting and/or
      shipments to different locations are considered to be one total order for
      the aggregate value of the different
parts.

            


    

     

    
      	
              3)

            	
              Orders
      with different closing dates but grouped together by the Customer at time
      of purchase in order to obtain a value or volume discount will be treated
      as one order for the total value of the
order.

            


    

     

    
      	
              4)

            	
              1/3
      site commission will be payed on all Pioneer Transformers LTD shipments
      male after February 28, 1995.

            


    

     

    
      	
              5)

            	
              All
      securements received after February 28, 1995 that have the customer’s P.O.
      date of February 28, 1995 onwards are fully commissionable, regardless of
      the date of quotation.

            


    

     

    


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